Odqa Renewable Energy Technologies Limited

Odqa Renewable Energy Technologies Limited
Directors' Report
For the year ended 31 October 2025

Director's report and financial statements

The directors present their annual report and the financial statements for the year ended 31 October 2025

Principal activities

Odqa Renewable Energy Technologies Limited is a DeepTech company and engineering spin-out from the University of Oxfords Thermofluids Institute. The companys principal activity is the development and commercialisation of concentrated solar thermal technology to generate low-cost, secure and decarbonised industrial heat, a sector that is worth $1tn per year and accounts for 20% of global carbon emissions.

The companys core innovation is air-based solar receivers, developed from jet engine heat transfer expertise, which concentrates sunlight to deliver clean air at temperatures of up to 800°C in the field, with 1,200°C demonstrated in laboratory conditions. This can be integrated with thermal storage and / or hybridised with gas burners or electric heaters, enabling continuous heat delivery independent of sunlight availability.

During the financial year to 31 October 2025 the company continued its research and development programme, supported by grant funding, and operated a full-system demonstration facility at the Plataforma Solar de Almería in Spain, a world-class concentrated solar power test site. This was a significant breakthrough for Odqa demonstrating that the company can operate a full system in a relevant environment, representing TRL 6-7.

Directors

The directors who served the company during the year were as follows:

Gediz Karaca

William Goodlad

Peter Ireland

Christopher Kimmett was appointed as a director with effect from 16 February 2026.

Statement of directors' responsibilities

The directors are responsible for preparing the directors report and the financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently
make judgments and accounting estimates that are reasonable and prudent
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business

The directors are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. The directors are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Additional notes from the Directors

Financial review of the year

The financial year to 31 October 2025 was a period of significant operational activity. The company continued to invest in the development of its technology and demonstration facilities. Research and development expenditure, together with the costs of the demonstration site in Spain, represented the majority of the company's cost base during the year. This investment reflects the capital-intensive nature of deep technology development.

Having achieved the company's principal R&D objectives, towards the end of the financial year the board undertook a thorough review of the company's operational structure and cost base. Following this review, a number of changes were implemented, including a restructuring of the leadership team and a material reduction in headcount and operating costs. These measures have significantly reduced the company's monthly cost base and reflected the fact that the Company now needs to prioritise commercialisation.

Post balance sheet events and future outlook

Subsequent to the year end, the company has taken a number of steps to strengthen its financial position:

Bridge financing from existing investors of £2.5m was agreed subsequent to the year end to carry the company through to its Series A fundraise in 2026.
The company has been awarded a further grant from Innovate UK of approximately £700k in support of its ongoing research programme, receipt of which is subject to equity-match funding.
The company's R&D tax credit claim for the year ended 31 October 2025, prepared with the assistance of specialist advisers, is anticipated to result in a repayment of £719,992.
The company is in discussions to secure further equity funding from existing and new investors, with additional investment expected in tranches during the course of 2026.
The decision was taken to wind down the Spanish subsidiary, ODQA Spain SL, as the Company is no longer going to build its own R&D demonstration site, focusing instead on winning customer pilots. The intercompany balance has been written off in these accounts accordingly.
Christopher Kimmett was appointed as CEO and Robert Churcher as CFO as part of the Company's pivot to commercialisation.
Christopher Kimmett was appointed as a director with effect from 16 February 2026.

Going concern

The directors have prepared these financial statements on a going concern basis. At the balance sheet date (31 October 2025) the company held cash of £705k and was operating at a monthly cost run rate of approximately £480k. This necessitated the cost base adjustments referenced above, which halved the monthly run rate (as of May 2026). The company was then in the process of securing the bridge funding, which started to be received in December 2025. The directors were mindful of the company's liquidity position and took formal independent advice from licensed insolvency practitioners during October 2025, which took account of these facts. Following this advice, the Directors were satisfied that continued trading remained appropriate.

As referenced above, subsequent to the year end the company secured bridge financing of £2.5m and has been awarded a further Innovate UK grant of approximately £700k (subject to new equity financing). An R&D tax credit repayment of £719,992 is anticipated in respect of the year under review. The company is in discussions to secure further equity financing as part of its Series A during 2026.

As the completion of the company's next equity fundraising has not yet been concluded. The directors acknowledge that a material uncertainty exists which may cast significant doubt on the company's ability to continue as a going concern. Nevertheless, given the company's active fundraising efforts, the directors have a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future and have therefore continued to adopt the going concern basis in preparing these financial statements. The financial statements do not include any adjustments that would result from the going concern basis of preparation being inappropriate.

This report was approved by the board and signed on its behalf by:

----------------------------------
Christopher Kimmett
Director

Date approved: 19 May 2026

Odqa Renewable Energy Technologies Limited
Notes to the Financial Statements
For the year ended 31 October 2025

General Information

Odqa Renewable Energy Technologies Limited is a private company, limited by shares, registered in England and Wales, registration number 11008126, registration address Unit 7 Centremead, Osney Mead, Oxford, OX2 0ES.

The presentation currency is £ sterling.

Accounting policies

Significant accounting policies

The accounts have been prepared under the historical cost convention and in accordance with FRS 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland (as applied to small entities by Section 1A of the standard)

Going concern basis

The directors have prepared these financial statements on a going concern basis.

Turnover

Turnover comprises the receipt of grants from Innovate UK and miscellaneous scrap metal receipts.

Research and development expenditure

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Foreign currencies

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rate of exchange ruling at the statement of financial position date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All foreign exchange differences are included to the income statement.

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred taxation

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the reporting date.
Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Current and deferred tax assets and liabilities are not discounted.

Intangible assets

Intangible assets (including purchased goodwill and patents) are amortised at rates calculated to write off the assets on a straight line basis over their estimated useful economic lives. Impairment of intangible assets is only reviewed where circumstances indicate that the carrying value of an asset may not be fully recoverable.

Software License
Software License is stated at cost less amortisation. Amortisation is calculated on a straight line basis over the estimated expected useful economic life of the Software License of years.

Tangible fixed assets

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Investments in non-derivative instruments that are equity to the issuer are measured:

at fair value with changes recognised in the Statement of income and retained earnings if the shares are publicly traded or their fair value can otherwise be measured reliably;
at cost less impairment for all other investments.

Improvements to property	10% Straight Line
Plant and Machinery	25% Straight Line
Motor Vehicles	20% Reducing Balance
Computer Equipment	33% Straight Line

Fixed asset investments

Fixed asset investments are stated at cost less provision for any permanent diminution in value.

Provisions

Provisions are recognised when the company has a present obligation as a result of a past event which it is more probable than not will result in an outflow of economic benefits that can be reasonably estimated.

2.	Average number of employees Average number of employees during the year was 29 (2024 : 21).

Intangible fixed assets

Cost	Software License	Total
	£	£
At 01 November 2024	50,000	50,000
Additions	110,000	110,000
Disposals	-	-
At 31 October 2025	160,000	160,000
Amortisation
At 01 November 2024	9,167	9,167
Charge for year	8,333	8,333
On disposals	-	-
At 31 October 2025	17,500	17,500
Net book values
At 31 October 2025	142,500	142,500
At 31 October 2024	40,833	40,833

Tangible fixed assets

Cost or valuation	Plant and Machinery	Motor Vehicles	Computer Equipment	Improvements to property	Total
	£	£	£	£	£
At 01 November 2024	482,479	12,249	105,456	193,602	793,786
Additions	651,857	-	52,971	1,207,615	1,912,443
Disposals	-	(12,249)	(7,281)	-	(19,530)
At 31 October 2025	1,134,336	-	151,146	1,401,217	2,686,699
Depreciation
At 01 November 2024	267,177	817	47,415	22,645	338,054
Charge for year	157,677	2,096	40,264	179,746	379,783
On disposals	-	(2,913)	(5,259)	-	(8,172)
At 31 October 2025	424,854	-	82,420	202,391	709,665
Net book values
Closing balance as at 31 October 2025	709,482	-	68,726	1,198,826	1,977,034
Opening balance as at 01 November 2024	215,302	11,432	58,041	170,957	455,732

The net book value of Improvements to property includes £ 1,198,826 (2024 £170,957) in respect of assets leased under finance leases or hire purchase contracts.

Investments

Cost	Other investments other than loans	Total
	£	£
At 01 November 2024	21,388	21,388
Additions	-	-
Disposals	-	-
At 31 October 2025	21,388	21,388

Debtors: amounts falling due within one year

	2025 £	2024 £
Prepayments & Accrued Income	103,867	699,692
Accrued Income	-	19,400
Other Debtors	6,784	35,033
Corporation Tax	739,130	486,942
VAT	40,898	98,155
	890,679	1,339,222

Debtors: amounts falling due after one year

	2025 £		2024 £
Amount Owed by Participating Interests	-		274,227
	-		274,227

Creditors: amount falling due within one year

	2025 £	2024 £
Trade Creditors	288,236	134,013
PAYE & Social Security	80,476	57,195
Accrued Expenses	361,361	79,746
Other Creditors	16,712	59,023
	746,785	329,977

Provisions for liabilities

	2025 £		2024 £
Charged to Profit & Loss	366,272		-
	366,272		-

Share Capital

Authorised
5,851,640 Ordinary shares of £0.001 each
411,000 Growth shares of £0.001 each
309,100 Deferred shares of £0.001 each

Allotted, called up and fully paid	2025 £	2024 £
5,851,640 Ordinary shares of £0.001 each	5,852	5,216
411,000 Growth shares of £0.001 each	411	200
309,100 Deferred shares of £0.001 each	309	309
	6,572	5,725

10.

Share premium account

	2025 £	2024 £
Equity Share Premium b/fwd	14,697,496	5,948,900
Equity Share Premium - New Issue	2,224,360	8,748,597
	16,921,856	14,697,497

11.

Related parties

During the year the company entered into the following transactions with related parties:

	Transaction value - income/(expenses)				Balance owed by/(owed to)
	2025 £		2024 £		2025 £		2024 £
Odqa Spain SL	-		-		-		274,227

Post balance sheet event - it has been agreed to close the Spanish subsidiary and therefore write off the loan

12.	Related Party Disclosure During the year, the company engaged the services of one of the Directors, Peter Ireland, for R&D consultancy services to the value of £85,383 [2024: £43,365] through a third party intermediary, MGA Recruitment Services.

Registered Number: 11008126
England and Wales
ODQA RENEWABLE ENERGY TECHNOLOGIES LIMITED

Unaudited Financial Statements

Period of accounts Start date: 01 November 2024 End date: 31 October 2025